Condiciones de iiM S.A.

Condiciones de entrega en Inglés

I. General regulations

The general business terms of the company
IIM corp. are exclusively valid in contract relations with employers according to § 14 of
the Civil Code.

The mutual written explanations are
authoritative for the amount of deliveries or services (in the following: deliveries). The
general business terms of the customer are valid only in case that the IIM corp. particularly
agreed in writing to these terms.

IIM corp. unrestrictedly reserves for the
proprietary rights, utilization rights and copy right on the estimations, drawings and other
documents (in the following: documents). The documents can be made accessible to a third
company only after a previous agreement with IIM corp.; they are to be immediately given
back to the IIM corp. on demand in case that no treaty is concluded. The sentences 1 and 2
are correspondingly valid for the documents of the customer; however these documents can
be made accessible to a third company, in case that IIM corp. authorized this third
company to be in charge with the deliveries.

The customer has the right to use delivered
software with the previously agreed characteristics, in unchanged form and only on
the previously agreed devices. The customer has also the right to make two back-up copies
without making a particular agreement with the IIM corp.

Partial deliveries are allowed as long as the
customer is expected to make them.

II. Prices and terms of payment

The prices are to be interpreted ex works,
excluding packing, plus the corresponding legal sales tax.

If the IIM corp. takes over the installation or
the mounting, the customer will bear besides the agreed payment all other required
additional costs such as travelling expenses, expenses for the transport of the equipment
and of the personal luggage as well as the releases – unless the customer and IIM corp.
made other agreements.

Payments are to be performed freely bank of
the IIM corp.

The customer can set off only with such claims
that are undisputed or legally valid.

The payment terms are effective as from the handing over to the first forwarder.

III. Reservation of proprietary rights

The objects and devices of the IIM corp.
(reservation goods) remain the property of the IIM corp. until all the claims IIM corp. is entitled to according to the business connection are carried out by the customer. As far as the value of all security rights that accrue to the IIM corp. exceeds the amount of all secured claims by more than 20%, IIM corp. will release on demand of the customer a part of the security rights.

During the existence of the property reservation
it is forbidden for the customer to mortgage or to make a security transfer; expanse sale is
allowed but only to resellers – if this is part of their business area - and only under the
condition that the reseller receives payment from its customers or he makes the reservation that the property does not pass to the customer until he has fulfilled his obligation to pay.

In case of seizures, confiscations or other
decrees or interventions of a third company the customer has to immediately notify the IIM corp.

In liable offence of the customer against
essential contract duties, especially in default IIM corp. is entitled after admonition to
withdrawal; the customer is committed to return the delivered products. The withdrawal
respectively the assertion of the property reservation or of the seizure of the reservation
goods through the IIM corp. does not imply a resignation of the contract.

IV. Periods for delivery and delay

The compliance of arranged time periods for
deliveries presupposes the timely entrance of all documents that the customer has to provide,
the entrance of required permissions and releases especially of plans, as well as the
compliance of the arranged payment conditions and other obligations through the customer. If
these prerequisites are not fulfilled on time, the time periods will be extended appropriately. This will not be valid if the IIM corp. is the one that is responsible for the delay.

If the non-compliance of the time periods is led
back to a higher force such as mobilization, war, riot or similar events as for example strike or lock-out, the time periods will be extended appropriately.

In case that the IIM corp. falls behind with a
service, the customer will have the right to 01.01.2002 demand a compensation for his loss but only if the damage can be proved. The height of the compensation is limited to 5% of the price of the delivery that could not be put usefully into operation because of the delivery delay.

Compensation claims of the customer that go
out over the boundaries named under number 3 are in all cases to be excluded of belated
delivery even after the expiry of an approximately extension fixed by the IIM corp.
This is not valid as long as liability is compelling in case of intent and culpable
negligence; a change of the obligation to present his case to the disadvantage of the
customer is here not implied. The right of the customer to resignation after a fruitless course of one of the extensions fixed by the IIM corp. remains untouched.

If dispatch or delivery on demand of the
customer are delayed more than one month after the notice of the delivery readiness, the
customer can be calculated for each begun month warehouse money in the amount of
0.5% of the price of the objects of the deliveries, meaning however altogether at the
most 5%. The contract parties are quite at liberty to prove higher or lower warehouse
expenses. Further compensation resulting out of the acceptance delay remains untouched.

V. Danger transition

The danger passes to the customer even in
freight free delivery as follows:

a) In case of deliveries without assembly or
mounting, that were brought to or picked up from the dispatch department. On
demand and at the expenses of the customer the customer IIM corp. can assure deliveries against the usual carrier risks.

b) In case of deliveries with assembly or
mounting, beginning with the arrival on the company grounds of the customer or of his client.

If the dispatch, the delivery, the start, the
execution of the assembly or of the mounting, the taking over in the own operation or test
operation are delayed because of reasons the customer is responsible for, or if the customer
gets into acceptance delay, the danger will pass to the customer.

VI. Assembly and mounting

Unless other agreements are made in writing the following regulations are valid for the assembly and mounting:

The customer has to prepare in due time and at
his expense:

a) the objects and materials required for the
assembly and for the setting into operation such as scaffoldings, lifting tables and other
devices, fuel and lubricants;

b) sufficiently large, suitable, dry and lockable
rooms at the assembly place for the storage of the machine parts, devices, materials,
tools etc. and appropriate work rooms and stay rooms including appropriate sanitary
units for the assembly personnel; for the protection of the deliverer's possession and
for the protection of the assembly personnel the customer has to take exactly the same
measures he would take for the protection of his own possession,

c) Protection clothing and protection devices
required as a result of the special circumstances of the assembly place.

Before the start of the assembly working the
customer has to put at the disposal of the assembly personnel unsolicited all the
necessary details about covered electrical transmission lines, gas pipelines, water pipes or
similar units as well as all necessary statically details.

Before the beginning of the assembly or of the
mounting the objects and devices required for the work are to be placed at the assembly place; all groundwork before the beginning of the construction have to be as advanced as
possible, so that the assembly or the mounting can be started and carried out without
interruption as agreed. The transport ways and the assembly place or mounting place have to
be levelled and cleared.

If the assembly, the mounting or the putting into
operation are delayed because of circumstances IIM corp. is not responsible for, the customer will have to bear the costs for the waiting period and additionally for the necessary trips of the IIM corp. or of the assembly personnel.

The customer has to certify to the IIM corp.
immediately at the end of each week the duration of the working hours of the assembly
personnel as well as the completion of the assembly, mounting or putting into operation.

If the IIM corp. demands the acceptance test of
the delivery after the completion, the customer will have to carry it out within two weeks. If this does not happen the acceptance test will beconsidered to have been carried out. The
acceptance test is also considered to have been carried out, in the case that the delivery – if need be after the completion of an agreed test phase – has already been used.

VII. Receipt

Deliveries are to be received by the customer even if they have insignificant defects.

VIII. Guarantees

For defects which also include the lack of guaranteed characteristics IIM corp. is liable as follows:

All those components or services the
usefulness of which is significantly reduced within 12 months as a result of a situation that
happened before the danger transition – irrespective of the operating duration – starting
from the day of the danger transition are to be freely improved, to be delivered again or to be furnished again according to the choice IIM corp. makes in such a case.

Guarantee claims raised because of a defect
are in lapse within a year in case of the § 438 I nr.2 and § 634 a I of the Civil Code.

Defect rebukes are to be carried out in writing
in order to be effective.

If the customer does not reprimand an obvious
deficiency within two weeks he will lose his guarantee claims. This will be also valid if a
deficiency is recognized but not reprimanded in the time period of two weeks.

In case of deficiency rebukes the payments of
the customer can be held back to an extent that suits appropriately the appeared defects.
As a rule the appropriate costs are the costs of the deficiency removal or the most however
the double. If the contract belongs to the business of the customer's trade he will be
able to hold back payments in case of a deficiency rebuke about whose accuracy nobody doubts.

IIM corp. is to be given the appropriate time
and the opportunity to remove the deficiency. As a rule the appropriate period of time for the removal of deficiencies is 10 workdays. If this is denied the IIM corp. will be freed in this respect of the guarantee.

If one of the IIM corp. appropriate fixed
extensions expires without IIM corp. trying to remove the deficiency, the customer will have
the right to cancel the contract (cancellation) or to reduce the height of the payment (erosion). If the attempt to remove the deficiency fails, the IIM corp. will be allowed a second improvement attempt under the same conditions. Until then the assertion of the rights
to cancel the contract or to reduce the height of the payments is deferred.

The guarantee does not extend on natural
wear and tear or damages occurred after the danger transition as a result of defective or
careless handling, excessive stress, unsuitable work equipment, deficient construction work,
unsuitable underground or special external influences that are not presupposed in the contract as well as on non-reproducible software mistakes. If changes or repairing are carried out improperly by the customer or by a third company, IIM corp. will furnish no guarantee for these changes or for the consequences emerging from these changes. It is assumed that the deficiencies that may appear later are the result of these improper changes or repairing carried out by the customer or by a third company.

The guarantee period for after-improvements, replacement deliveries or replacement services
amounts to six months; it lasts at least until the original guarantee period for the delivery object expires. The guarantee period for components that can not be usefully put into operation because of an interruption extends up to the duration of the operating interruption caused by after improvements, replacement deliveries or replacement services.

The time periods named under 1, 2 and 7 are
not valid in case that the law prescribes according to § 638 of the Civil Code longer time
periods.

IX. Commercial patent rights and copyright

In case that a third company raises justified claims
towards the customer because of the injury of a
commercial patent right or copyright (in the
following: patent right) through products used in
accordance with the contract and delivered by the
IIM corp., IIM corp. is liable towards the customer as
follows:

a) IIM corp. is left to choose whether it obtains at its own expenses an utilization right for the product, changes the product so that the patent right is not injured or it replaces the product. If this is not possible for the IIM corp. under appropriate conditions it will have to take back the product against reimbursement of the selling price.

b) The obligations of the IIM corp. named
above will only be valid if the customer notifies immediately and in writing the IIM
corp. about the asserted claims of a third company, if the customer does not
acknowledge an injury and if all defence reactions and settlement actions are
reserved for the IIM corp. If the customer suspends the utilization of a product for
damage erosion reasons or other important reasons, he will be committed to inform the third company that the suspension of the utilization does not imply the recognition of the patent right injury.

Claims of the customer are excluded as long as he is responsible for the patent right injury.

Claims of the customer are excluded furthermore as long as the patent right injury is caused by special specifications of the customer, by an application that the IIM corp. could not foresee or in the case that the product is changed by the customer or used together with products that are not delivered by the IIM corp.

Further claims towards the IIM corp. are
excluded; the article XI (Other liability) and the right of the customer to resign the contract remain however untouched.

X. Impossibility, contract adaptation

If IIM corp. deals with the impossibility to make
a delivery because of reasons it is responsible for, the customer will have the right to claim compensation. However the compensation claim is restricted to 10% of the value of the
delivery component that can not be usefully put into operation because of the impossibility.
This is not valid as long as the liability is compelling in cases of intent, culpable
negligence or initial inability. A change of the obligation to represent his case to the
disadvantage of the customer is not implied. The right of the customer to resign the contract
remains untouched.

In case that unpredictable events in the sense
of article IV number 2 considerably change the economic meaning or the contents of the
delivery or in case that 5this unpredictable events have a considerable influence on the
business of the IIM corp. the contract will be appropriately adapted under the notice of trust and faith. As long as this is not economically justifiable, the IIM corp. has the right to resign the contract. If the IIM corp. wants to make use of this resignation right, it will have to announce the customer immediately after realizing the consequences of this event, even if for the time being it has arranged an extension of the delivery time with the
customer.

XI. Other liability

Compensation claims of the customer rose
irrespective for which right reason, but especially
for positive breach of the contract, for the injury of
the obligations during contract negotiation and for
prohibited actions are excluded.
This will not be valid if liability is compelling for
instance in case of the product liability law or in case
of intent, culpable negligence, lack of assured
characteristics or in case of injury of important
contract obligations. The compensation for the injury
of essential contract obligations is limited however to
the predictable damage that is typical for a contract
as long as intent or culpable negligence does not
exist. A change of the obligation to represent his
case to the disadvantage of the customer is not
implied in the regulations above.
The liability exclusion is not valid in case of an injury
of life, body and health.

XII. Court jurisdiction

The sole court jurisdiction for all disputes
resulting directly or indirectly from the contract will be, according to the choice of the IIM corp., the headquarters of the IIM corp. or the registered office of the IIM corp. – if the customer is a full businessman.

For contractual relations the German law is valid
under the exclusion of the agreement of the
nations about contracts revolving around the
international product purchase (GISG).

XIII. Obligatory nature of the contract

The contract is even in case of legal inefficiency of
some points in its remaining parts obligatory. This is
not valid in case that the adherence to a contract
would mean an unreasonable hardness for one of
the parties.